Private equity (“PE”) firms typically raise capital in a series of limited-life, closed-end funds. Each fund may typically be a group of separate legal investment entities, each of which is often structured as a limited partnership and formed to address the specific tax structuring needs of significant investor groups (such as tax exempt and foreign investors), to provide special economic arrangements to distinct investor classes, or to segregate investors by the Investment Company Act of 1940 definitions (i.e., Qualified Purchasers vs. Accredited Investors). During fundraising, investor entities (who are often limited partners) typically enter into a subscription agreement committing them to contribute a certain amount over the life of the investment entity in exchange for an agreed-upon share of the investment proceeds realized by the investment entity. As investments are made, the PE firm (who often serves as the general partner or “GP” of the investment entity) typically calls capital from the investor entities, who often participate in each of the investment entity's investments prorata based on relative subscriptions. In a typical fund, investments may be made in 20 to 50 investment targets (which may be operating companies or other investment pools). As investments are realized, proceeds are typically distributed in accordance with the terms of the partnership agreement. The PE firm may be compensated for its services through both a periodic management fee and a share of the investment entity's profits, known as the “carried interest.”
Real estate investment partnerships are considered “PE” firms as the term is used herein.
The nature and structure of PE funds typically requires specialized managerial or internal reporting relative to other enterprises, including the following.
Fund-to-date reporting: Since private equity is a long-term asset class, PE funds may report information on both a fiscal year and life-to-date (“FTD”) basis.
Specialized metrics reporting: PE firms may be benchmarked by a number of industry specific metrics such as dollar-weighted returns (referred to as “internal rate of return” or “IRR”), distributions to paid-in ratios, and value to paid-in ratios. IRR is often measured over various dimensions, such as sector, region, initial stage of investment, and investment partner (e.g., the PE firm's employee who is responsible for the investment).
Multi-level reporting: Since a PE fund is comprised of parallel legal entities, results may be reported at both the investment entity and the fund level. Furthermore, since the PE firm may raise capital over a series of funds, existing and potential investor entities may demand firm-level results (i.e., an aggregation of fund level results) when analyzing PE firm performance. The challenge of multi-level reporting depends on the number of entities in each fund and the number of funds raised over time by the PE firm.
Capital account reporting: Unlike an incorporated entity that simply issues entity-level financial reports to its investors, PE funds may issue “capital account” reports to individual investor entities. These reports are typically issued quarterly, and may include the individual partner's capital contributions, distributions, and share of operating activity, including realized and unrealized investment gains and losses. This may require detailed allocations of the investment partnership's operating activity to individual partners based on complex provisions of the limited partnership agreement known as the “waterfall.” Since each limited partnership agreement may be negotiated based on prevailing market terms at the time of fundraising and the desired economic terms with each investor class, each of the PE firm's investment entities may have different waterfall allocations. Likewise, classes of investor entities in a single investment entity may have different waterfall allocations.
Ad hoc reporting: A single PE fund may have 300 or more investor entities, including private and governmental pension plans, insurance companies, family trusts, and high net worth individuals. These investor entities may employ portfolio managers who allocate the investor entity's investments across various asset classes and to individual investment firms within each asset class. As these portfolio managers perform their individual analysis, they may make a number of ad hoc information requests to the PE firm. Accordingly, the PE firm may be asked to report the same information in various formats as prescribed by each investor entity.
“Family” or “Cross-fund” capital account reporting: An investor may have multiple legal investor entities through which it invests in the investment partnership. For example, a wealthy family may have a separate trust for each child. Each trust may be treated as a separate investor entity and may receive its own capital account report from the investment partnership. Such investors frequently ask for a “family” level report (i.e., an aggregation of the individual capital accounts) for monitoring purposes. Similarly, a single investor entity frequently commits to a number of the PE firm's funds over time and may request a consolidated capital account report that aggregates its capital account activity across several of the PE firm's investment partnerships.
Period specific reporting: Although many investment entities operate on a December 31 fiscal year, investor entities may operate on either a June 30 or September 30 fiscal year. Investor entities may therefore request capital account information for their fiscal year rather than the investment partnership's fiscal year. Accordingly, the PE firm may wish to report information for user-defined periods, which may cross the fiscal year of the investment partnership.
Tax reporting: Limited partnerships are typically tax transparent entities—i.e., the partnership is not responsible for paying tax on its taxable income. Instead, the partnership may file an informational return (Form 1065) and may issue a Schedule K-1 to each partner (i.e., investor entity) that details the partner's share of taxable activity to be reported on the partner's tax return. The PE firm may therefore maintain tax as well as financial capital accounts that adhere to Generally Accepted Accounting Principles (“GAAP”) by individual investor entity. Tax and GAAP capital accounts may differ because of book and tax differences, which are reported on Schedule M-1 of the Form 1065 (“M-1 differences”).
Using the common approach, a PE firm bookkeeper may need to consult only one general ledger account for the balance of an investment or one general ledger account for the capital account balance of an investor entity. However, using the common approach, it may be relatively difficult to produce many of the specialized reports described above. Accordingly, it is common for PE firms to keep at least one parallel set of books—one in general ledger software, and one in a set of spreadsheets. In such firms, the general ledger software is typically used for financial and regulatory reporting, while the spreadsheets are typically used for managerial and/or internal reporting.